TECHNOLOGY LICENSE AGREEMENT


     THIS AGREEMENT is made as of the 23rd day of June, 2004, with the Effective
Date of February 24, 2004, by and between MULTITRADE TECHNOLOGIES LLC, a limited
liability  company  organized  under  the  laws of Delaware ("MTT"), THE JACKSON
RIVERS  COMPANY,  a Florida corporation ("JRC") and JACKSON RIVERS TECHNOLOGIES,
INC.,  a  Nevada corporation ("JRT"). MTT is herein sometimes referred to as the
"Licensor."  JRT  is  sometimes  referred  to  as  "Licensee."

      WHEREAS,  Licensor  owns  certain  distribution  rights  to  STEPS(C),  an
Enterprise  Management  System (EMS) software development platform, as described
in  the  Kisnet-MTT  exclusive  distribution  agreement,  attached  hereto as an
exhibit  and  made  part  hereof  for  all  purposes;  and

      WHEREAS,  Licensee  desires  to license these distribution rights from the
Licensor  and  the  Licensor  is  willing  to grant such an exclusive license to
Licensee  in  exchange  for  consideration  as  hereinafter  provided;  and

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

                                        I
                                   DEFINITIONS

     1.1     "Affiliate" means any business entity more than 50 percent owned by
the  Licensee,  or  any  business entity that is more than 50 percent owned by a
business  entity  that  owns  more  than  50  percent  of  the  Licensee.

     1.2     "Confidential  Information"  means  the proprietary or confidential
information  of  a  party  (each, a "Discloser") which is disclosed to the other
party (each, a "Recipient") before or after the Closing and (i) is identified as
"confidential"  by Discloser in writing  prior to disclosure and (ii) relates to
products,  plans,  designs,  costs,  prices, finances, marketing plans, business
opportunities,  personnel,  research,  development,  know-how,  trade  secrets,
inventions,  blueprints,  techniques,  algorithms,  software  programs, designs,
contracts, customer lists, procedures, patent applications and other information
relating  to  Discloser's  business,  services,  processes  or  technology.
Confidential  Information  shall  not include information that Recipient proves:
(i)  was  known  by Recipient, or was publicly available, prior to disclosure by
Discloser  to  Recipient;  (ii)  became  publicly  available after disclosure by
Discloser  to  Recipient  through  no  act  of  Recipient;  (iii)  is  hereafter
rightfully  furnished  to  Recipient  by  a  third party without confidentiality
restriction; or (iv) is disclosed with the prior written consent of Discloser or
as  expressly  authorized  under  this  Agreement.

     1.3     "Licensed  Technology"  means  the  STEPS(C)  Enterprise Management
System  (EMS)  software development platform, which is described in Exhibit A of
                                                                    ---------
this  Agreement.  Notwithstanding  anything  to  the  contrary contained in this
Agreement,  the scope of the license granted by this Agreement to JRT and JRC is
limited  to  the  rights of MTT to license the STEPS(C) technology, contained in
the  STEPS(C)  Distribution  Agreement  between  Kisnet  Corporation  and  MTT,
contained  in  Exhibit  A  of  this  Agreement.
               ----------

     1.4     "Know-How"  means  any  and all information, processes, procedures,
documents and materials relating to the deployment of Licensed Products known to
Licensor  as  of  the  Closing.

     1.5     "Licensed Products" means any EMS systems developed using STEPS(C).

     1.6     "Licensed  Technical  Information"  means  Licensor's rights in any
technical  information,  Know-How, processes, procedures, compositions, devices,
methods,  protocols,  techniques,  software, designs, drawings or data which are
necessary  or  useful  for  using  the  Licensed  Products.

     1.7     "Term"  has  the  meaning  set  forth  in  Section  III.


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     1.8     "Closing"  shall  occur 30 days after the parties to this Agreement
provide  each other with written notice of their intent to close this Agreement.

     1.9     "Effective  Date"  means  February  24,  2004.

                                       II
                          LICENSE, TECHNOLOGY TRANSFER

     2.1     License.  Subject  to  the  terms and conditions of this Agreement,
             -------
Licensor  hereby  grants to Licensee, a worldwide, (excluding the territories as
defined  in  Schedule  E  of  the  Kisnet-MTT  Agreement), exclusive (even as to
Licensor) license, with the right to sublicense, the distribution rights therein
to  make,  have made, use, import, reproduce, offer to sell and/or sell Licensed
Products.  The  transfer  of  the  license has occurred on the Effective Date of
this  Agreement.

     2.2     Sublicenses.  Licensee  may  grant  sublicenses  under  Licensed
             -----------
Technology  consistent  with  the  terms  of  Section  2.1  and  this Agreement.

     2.3     Technology  Transfer.  No later than 30 days following the Closing,
             --------------------
Licensor  shall  deliver  to  Licensee  all  Licensed  Technology.

                                       III
                               CONSIDERATION, TERM

          3.1     Consideration.  The  consideration  for  the rights granted by
                  -------------
Licensor  to  Licensee  under  this  Agreement  shall  be  paid in the form of a
one-time  non-refundable  cash  payment  in  the  amount  of  $200,000.00  to be
delivered by the Licensee to the Licensor at the Closing.  At Licensor's option,
the  $200,000.00  can  be paid in the common stock of JRC with a conversion rate
not  to  exceed 4.99 percent of JRC's issued and outstanding common stock at any
one time, with the conversion price equal to the lower of $0.10 or 80 percent of
the  average  of  the  three  lowest closing bid prices from the 20 trading days
immediately  preceding  the  date  of the conversion.  In addition, the Licensee
will pay to the Licensor the fees as set forth in Section VIII of the Kisnet-MTT
Exclusive  Distribution Agreement for STEPS(C), attached hereto as Exhibit A and
                                                                   ---------
made  a  part  hereof  for  all  purposes.

     .2     Term.  The initial term of this Agreement shall be one year from the
            ----
Effective  Date.  Thereafter  this  Agreement will automatically renew each year
for a total term of five years unless terminated as specified in the Termination
section  XI  of  the  Kisnet-MTT  Exclusive Distribution agreement for STEPS(C).

                                       IV
                                    OWNERSHIP

     4.1     Ownership.  Except for the licenses granted herein and as set forth
             ---------
in  Paragraph 2.1, Licensor shall retain all of its rights, title and interests,
which  it  may  have,  in  the  underlying  Licensed  Technology.


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<PAGE>
                                        V
                            CONFIDENTIAL INFORMATION

     5.1     Nondisclosure.  Recipient  shall not, except as otherwise expressly
             -------------
provided  herein,  disclose,  disseminate  or  otherwise  allow  access  to  the
Confidential Information of Discloser to anyone other than Recipient's employees
that  have  a  need  to  know  such  Confidential  Information to implement this
Agreement  and  who are bound by written confidentiality obligations.  Recipient
shall  prevent unauthorized disclosure or use of the Confidential Information of
Discloser.   Recipient  shall be responsible for any breach of this Section V by
Recipient's  employees,  contractors  or  agents.

     5.2     Ownership.  Except  as set forth herein, Recipient acknowledges and
             ---------
agrees  that  Discloser (or its licensors) owns all rights, title and interests,
in  and  to  Discloser's  Confidential  Information.

     5.3     Notification.  If  Recipient learns or believes that any person who
             ------------
has  had  access  to  the  Confidential Information of Discloser has violated or
intends  to violate this Agreement, Recipient shall immediately notify Discloser
and  shall  cooperate  with  Discloser  in seeking injunctive or other equitable
relief  against  any  such  person.

     5.4     Reproduction of Confidential Information.  Confidential Information
             ----------------------------------------
shall  not  be  reproduced  except as required to implement this Agreement.  Any
reproduction  or  derivative  of  any  Confidential  Information of Discloser by
Recipient  shall  remain  the  property  of  Discloser  and  shall  contain  all
confidential  or  proprietary  notices  or legends which appear on the original.

                                       VI
                         REPRESENTATIONS AND WARRANTIES

     6.1     Representations  and  Warranties  of  the Licensor.  Where  a
             --------------------------------------------------
representation  contained  in  this Agreement is qualified by the phrase "to the
best  of the Licensor's knowledge" (or words of similar import), such expression
means that, after having conducted a due diligence review, the Licensor believes
the  statement  to  be  true,  accurate,  and complete in all material respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
The  Licensor  represents  and  warrants  to  Licensee  as  follows:

          (a)     Power  and  Authority.  The  Licensor  has  full  power  and
                  ---------------------
authority  to  execute,  deliver,  and  perform  this  Agreement  and  all other
agreements,  certificates  or  documents to be delivered in connection herewith,
including,  without limitation, the other agreements, certificates and documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)     Binding  Effect.  Upon execution and delivery by the Licensor,
                  ---------------
this  Agreement  and  the  Other  Agreements  shall be and constitute the valid,
binding  and legal obligations of the Licensor, enforceable against the Licensor
in  accordance  with  the terms hereof and thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency,  reorganization, moratorium or similar laws relating to or affecting
creditors'  rights  generally, and (ii) general principles of equity (regardless
of  whether  such  enforceability  is considered in a proceeding in equity or at
law).

          (c)     Effect.  Neither  the execution and delivery of this Agreement
                  ------
or  the Other Agreements nor full performance by the Licensor of its obligations
hereunder  or thereunder will violate or breach, or otherwise constitute or give
rise  to  a  default  under,  the  terms  or  provisions  of  the Certificate of
Formation,  or  the  Limited  Liability  Company Agreement of MTT or, subject to
obtaining  any  and all necessary consents, of any contract, commitment or other
obligation  of  MTT  or  necessary  for  the  operation  of  MTT's business (the
"Business") following the Closing or any other material contract, commitment, or
other obligation to which MTT is a party, or create or result in the creation of
any  encumbrance  on any of the property of MTT.  MTT is not in violation of its
Certificate  of Formation, or the Limited Liability Company Agreement, or of any
indebtedness,  mortgage,  contract,  lease,  or  other  agreement or commitment.

          (d)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to  the  Closing,  be  obtained  or


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<PAGE>
made  by  the Licensor prior to the Closing to authorize the execution, delivery
and  performance  by  the  Licensor  of  this Agreement or the Other Agreements.

          (e)     The Licensor's  Representations  and  Warranties  True  and
                  ----------------------------------------------------------
Complete.  All  representations and warranties of the Licensor in this Agreement
--------
and  the  Other  Agreements  are  true,  accurate  and  complete in all material
respects  as  of  the  Closing.

          (f)     No  Knowledge  of JRT's Default. The Licensor has no knowledge
                  ------------------------------
that  any of JRT's representations and warranties contained in this Agreement or
the  Other  Agreements  are  untrue,  inaccurate or incomplete or that JRT is in
default  under  any term or provision of this Agreement or the Other Agreements.

          (g)     No  Untrue  Statements.  No  representation or warranty by the
                  ----------------------
Licensor  in  this  Agreement  or  in  any  writing furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (h)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  the  Licensor  with  the knowledge and expectation that JRT is placing
complete  reliance  thereon.

     6.2     Representations  and  Warranties  of JRT.  Where  a  representation
             ---------------------------------------
contained  in  this  Agreement  is qualified by the phrase "to the best of JRT's
knowledge"  (or  words  of  similar  import),  such expression means that, after
having  conducted  a  due  diligence  review,  the principals of JRT believe the
statement  to  be  true,  accurate,  and  complete  in  all  material  respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
JRT  hereby  represents  and  warrants  to  the  Licensee  as  follows:

          (a)     Power and  Authority.  JRT  has  full  power  and authority to
                  -------------------
execute,  deliver  and  perform  this  Agreement  and  the  Other  Agreements.

          (b)     Binding  Effect.  Upon  execution  and  delivery  by JRT, this
                  ---------------
Agreement  and  the  Other Agreements shall be and constitute the valid, binding
and  legal  obligations  of  JRT, enforceable against JRT in accordance with the
terms  hereof or thereof, except as the enforceability hereof and thereof may be
subject  to  the  effect  of  (i)  any  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or similar laws relating to or affecting creditors'
rights  generally,  and (ii) general principles of equity (regardless of whether
such  enforceability  is  considered  in  a  proceeding  in  equity  or at law).

          (c)     No  Consents.  No  consent,  approval  or authorization of, or
                  ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior  to  the  Closing,  be  obtained  or  made  by JRT prior to the Closing to
authorize  the  execution,  delivery and performance by JRT of this Agreement or
the  Other  Agreements.

          (d)     JRT's Representations and  Warranties  True and Complete.  All
                  --------------------------------------------------------
representations and warranties of JRT in this Agreement and the Other Agreements
are  true,  accurate  and  complete  in all material respects as of the Closing.

          (e)     No  Knowledge of the Licensor's Default.  JRT has no knowledge
                  ---------------------------------------
that  any  of  the  Licensor's  representations and warranties contained in this
Agreement  is  untrue,  inaccurate  or  incomplete  in  any  respect or that the
Licensor  is  in  default  under  any term or provision of this Agreement or the
Other  Agreements.

          (f)     No Untrue Statements.  No representation or warranty by JRT in
                  --------------------
this  Agreement  or in any writing furnished or to be furnished pursuant hereto,
contains  or  will contain any untrue statement of a material fact, or omits, or
will  omit  to state any material fact required to make the statements herein or
therein  contained  not  misleading.


                                        4
<PAGE>
          (g)     Reliance.  The  foregoing  representations  and warranties are
                  --------
made  by  JRT  with  the  knowledge and expectation that the Licensor is placing
complete  reliance  thereon.

                                       VII
                              CONDITIONS PRECEDENT

     7.1     Conditions Precedent to Obligations of JRT and JRC. All obligations
             --------------------------------------------------
of  JRT and JRC under this Agreement are subject to the fulfillment, prior to or
at  the  Closing,  of  the  following  conditions:

          (a)     Representations and Warranties  True  at the Closing.  The
                  ----------------------------------------------------
representations  and  warranties  of the Licensor herein shall be deemed to have
been  made again as of the Closing, and then be true and correct, subject to any
changes  contemplated  by this Agreement.  The Licensor shall have performed all
of the obligations to be performed by them hereunder on or prior to the Closing.

          (b)     Proof  of  Authority.  JRT's  counsel  shall  have  received
                  --------------------
evidence  reasonably  sufficient  to  such  counsel  that  the  Licensor has all
requisite  authorizations  necessary  for  consummation  by  the Licensor of the
transactions  contemplated  hereby,  and there has not been issued, and there is
not  in effect, any injunction or similar legal order prohibiting or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  which  might reasonably be
expected  to  result  in  any  such  injunction  or  order  is  pending.

          (c)     Deliveries at the  Closing.  The Licensor shall have delivered
                  --------------------------
to  JRT  and  JRC  at  the Closing all of the documents required to be delivered
hereunder.

          (d)     MTT-Kisnet  Agreement.  All  necessary actions have been taken
                  ---------------------
and  all  necessary  approvals have been obtained by MTT prior to the Closing in
order  to  ensure  that  all  of  the  rights  and obligations of MTT and Kisnet
Corporation,  Inc. under the KISNET-MTT STEPS(C) Distribution Agreement continue
without any modification or interruption immediately following the Closing.  The
valid  and  binding  agreement  of  Kisnet  to  assign  the  KISNET-MTT STEPS(C)
Distribution  Agreement in favor of JRT is attached hereto as Exhibit B and made
                                                              ---------
part  hereof  for  all  purposes.

          (e)     Certificate.  Licensor  shall have delivered to JRT and JRC at
                  -----------
the  Closing  a  certificate  dated  as of the Closing executed by the Licensor,
certifying  that  the conditions specified in subparagraphs (a), (c), and (d) of
this  Paragraph  7.1  have  been  fulfilled.

          (f)     Other  Matters.  All  corporate  and  other  proceedings  and
                  --------------
actions  taken  in  connection with the transactions contemplated hereby and all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  JRT  and  their  counsel, whose approval shall not be unreasonably withheld.

     7.2     Conditions  Precedent  to  Obligations  of the Licensor.  All
             -------------------------------------------------------
obligations of the Licensor under this Agreement are subject to the fulfillment,
prior  to  or  at  the  Closing,  of  the  following  conditions:

          (a)     Representations  and  Warranties  True at Closing.  The
                  -------------------------------------------------
representations  and  warranties of JRT herein shall be deemed to have been made
again  at  the  Closing,  and  then  be true and correct, subject to any changes
contemplated by this Agreement.  JRT shall have performed all of the obligations
to  be  performed  by  JRT  hereunder  on  or  prior  to  the  Closing.

          (b)     Proof  of  Authority.  The  Licensor's  counsel  shall  have
                  --------------------
received  evidence  reasonably  sufficient  to  such  counsel  that  JRT has all
requisite  authorizations  necessary for consummation by JRT of the transactions
contemplated  hereby, and there has not been issued, and there is not in effect,
any injunction or similar legal order prohibiting or restraining consummation of
any  of  the  transactions  herein  contemplated,  and  no legal or governmental
action,  proceeding or investigation that might reasonably be expected to result
in  any  such  injunction  or  order  is  pending.


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<PAGE>
          (c)     Certificate.  JRT  shall have delivered to the Licensor at the
                  -----------
Closing  a  certificate  dated  as  of  the  applicable closing, executed by the
President  and  Secretary  of  JRT,  certifying that the conditions specified in
subparagraphs  (a)  and  (b)  of  this  Paragraph  7.2  have  been  fulfilled.

          (d)     Order.  There has not been issued, and there is not in effect,
                  -----
any injunction or similar legal order prohibiting or restraining consummation of
any  of  the  transactions  herein  contemplated,  and  no legal or governmental
action, proceeding or investigation which might reasonably be expected to result
in  any  such  injunction  or  order  is  pending.

          (e)     Other  Matters.  All  corporate  and  other  proceedings  and
                  --------------
actions  taken  in  connection with the transactions contemplated hereby and all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the  Licensor  and  its  counsel,  whose  approval shall not be unreasonably
withheld.

     7.3     The  Nature  and  Survival  of  Representations,  Covenants  and
             ----------------------------------------------------------------
Warranties.  All  statements and facts contained in any memorandum, certificate,
----------
instrument,  or  other  document delivered by or on behalf of the parties hereto
for  information  or  reliance  pursuant  to  this  Agreement,  shall  be deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  shall  expire  one  year  following  the  Closing.

                                      VIII
                         INDEMNIFICATION BY THE LICENSOR

     8.1     Indemnification by the Licensor. The  Licensor  agrees to indemnify
             -------------------------------
and  hold  harmless  JRT  and  JRC  against  and  in  respect to all damages (as
hereinafter  defined)  in  excess  of  $500.00.  Damages,  as  used herein shall
include  any  claim,  salary,  wage,  action,  tax, demand, loss, cost, expense,
liability  (joint  or  several),  penalty,  and other damage, including, without
limitation,  counsel  fees  and  other costs and expenses reasonably incurred in
investigating  or  attempting  to  avoid same or in opposition to the imposition
thereof,  or  in  enforcing  this  indemnity,  resulting to JRT and JRC from any
inaccurate representation made by or on behalf of the Licensor in or pursuant to
this  Agreement,  breach  of  any  of the warranties made by or on behalf of the
Licensor  in  or  pursuant  to  this  Agreement,  or  breach  or  default in the
performance  by  the  Licensor of any of the obligations to be performed by them
hereunder.  Hereunder,  JRC shall determine whether JRT or JRC is entitled to be
indemnified  and  such  determination  shall  be  binding  on  the  Licensor.

     Notwithstanding  anything  contained in this Agreement to the contrary, the
right to indemnification described in this paragraph shall expire one year after
the  Closing  hereunder,  except in the case of the proven fraud by the Licensor
hereunder  as determined by a court of competent jurisdiction in connection with
any such claim for indemnification, in which event such right to indemnification
shall  expire  one  year  after  the  discovery  of  such  fraud.

                                       IX
                         INDEMNIFICATION BY THE LICENSEE

      9.1     Indemnification  by  JRT  and JRC.  JRT and JRC agree to indemnify
              ---------------------------------
and  hold  harmless  the  Licensor  against  and  in  respect to all damages (as
hereinafter  defined)  in  excess  of  $500.00.  Damages,  as  used herein shall
include  any  claim,  salary,  wage,  action,  tax, demand, loss, cost, expense,
liability  (joint  or  several),  penalty,  and other damage, including, without
limitation,  counsel  fees  and  other costs and expenses reasonably incurred in
investigating  or  attempting  to  avoid same or in opposition to the imposition
thereof,  or  in  enforcing  this  indemnity, resulting to the Licensor from any
inaccurate  representation made by or on behalf of JRT and JRC in or pursuant to
this  Agreement, breach of any of the warranties made by or on behalf of JRT and
JRC in or pursuant to this Agreement, or breach or default in the performance by
     JRT  and  JRC  of any of the obligations to be performed by them hereunder.

      JRT and JRC shall reimburse and/or pay on behalf of Licensor on demand for
     any  payment  made  or  required  to  be  made by MTT at any time after the
Closing  based  upon  the  judgment  of  any  court  of  competent


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<PAGE>
jurisdiction  or  pursuant  to  a  bona fide compromise or settlement of claims,
demands  or  actions, in respect to the damages to which the foregoing indemnity
relates.

     Notwithstanding  anything  contained in this Agreement to the contrary, the
right to indemnification described in this paragraph shall expire one year after
the  Closing  hereunder,  except  in the case of the proven fraud by JRT and JRC
hereunder  as determined by a court of competent jurisdiction in connection with
any such claim for indemnification, in which event such right to indemnification
shall  expire  one  year  after  the  discovery  of  such  fraud.

                                        X
                                     DEFAULT

     10.1     Default by JRT and JRC. If the Licensor does not default hereunder
              ----------------------
and JRT and JRC default hereunder and fail to pay to the Licensor any portion of
the  consideration for the Licensed Technology interest as described herein, the
Licensor  may  assert  any  remedy,  including  specific  performance, which the
Licensor  may  have  by reason of any such default.  From and after the Closing,
subject  to  the  terms  and  provisions hereof, in the event of a breach by any
party of the terms of this Agreement or any obligation of a party which survives
the Closing hereunder, the non-defaulting party may assert any remedy, either at
law  or  in  equity  to  which  such  non-defaulting  party  may  be  entitled.

     10.2     Default  by the Licensor.  If JRT and JRC do not default hereunder
              ------------------------
and  the  Licensor defaults hereunder, JRT may elect to terminate this Agreement
as  well  as  any other agreement executed by JRT and JRC in connection with the
transactions  contemplated  by  this Agreement, including but not limited to any
independent  nondisclosure  agreement  or  any  other  independent  agreements,
whereupon  no  party shall be liable to the others hereunder, or JRT and JRC may
assert any remedy, including specific performance, which JRT and JRC may have by
reason of any such default of the Licensor.  From and after the Closing, subject
to the terms and provisions hereof, in the event of a breach by any party of the
terms  of this Agreement or any obligation of a party which survives the Closing
hereunder,  the  non-defaulting party may assert any remedy, either at law or in
equity,  to  which  such  non-defaulting  party  may  be  entitled.

                                       XI
                              DELIVERIES AT CLOSING

     11.1     The Closing.  The Closing hereunder shall be February 24, 2004.
              -----------

     11.2     Deliveries at the Closing by the Licensor.  At the Closing:
              -----------------------------------------

          (a)     The Licensor shall deliver the proof of authority described in
Paragraph  7.1(b)  hereof.

          (b)     The  Licensor  shall  deliver  the  certification described in
Paragraph  7.1(e)  hereof.

          (c)     The  Licensor  shall  deliver  the  agreement  to  assign  the
KISNET-MTT STEPS(C) Distribution Agreement described in Paragraph 7.1(d) hereof.

          (d)     The  Licensor  shall  deliver  any other document which may be
necessary  to  carry  out  the  intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Licensor  pursuant  to  this  Paragraph 11.2 shall be reasonably satisfactory in
form  and  substance  to  JRT  and  JRC  and  their  counsel.

     11.3     Deliveries  at  the  Closing  by  JRT.  At  the  Closing:
              -------------------------------------

          (a)     The  proof  of authority described in Paragraph 7.2(b) hereof.

          (b)     The  certification  described  in  Paragraph  7.2(c)  hereof.


                                        7
<PAGE>
          (c)     JRT shall deliver any other document which may be necessary to
carry  out  the  intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by JRT
pursuant  to  this  Paragraph  11.3 shall be reasonably satisfactory in form and
substance  to  the  Licensor  and  its  counsel.

                                       XII
                            MISCELLANEOUS PROVISIONS

     12.1     Termination.  In  the  event  of the termination of this Agreement
              -----------
prior  to  the  Closing,  no  party  shall  have  any obligation to any other in
connection  herewith  or  in  connection with any other documents which may have
been executed by any party with respect to the transactions contemplated by this
Agreement  whether  or  not  such  documents  are  described  herein.

     12.2     Cooperation.  JRT  and  the  Licensor will each cooperate with the
              -----------
other, at the other's request and expense, in furnishing information, testimony,
and  other assistance in connection with any actions, proceedings, arrangements,
disputes  with  other  persons  or  governmental  inquiries  or  investigations
involving  the  Licensor  or  JRT's  conduct of the Business or the transactions
contemplated  hereby.

     12.3     Further  Conveyances  and  Assurances.  After the Closing, MTT and
              -------------------------------------
JRT,  each,  will,  without  further cost or expense to, or consideration of any
nature  from  the  other,  execute  and  deliver,  or  cause  to be executed and
delivered,  to  the  other,  such  additional  documentation  and instruments of
transfer  and  conveyance,  and will take such other and further actions, as the
other  may  reasonably request as more completely to license to JRT the Licensed
Products  and  to  consummate  the  transactions  contemplated  hereby.

     12.4     No  Assignment.  This  Agreement  shall  not  be assignable by any
              --------------
party  without  the  prior  written  consent of the other parties, which consent
shall  be  subject  to  such  parties' sole, absolute and unfettered discretion.

     12.5     Additional  Agreement.  Following  the Closing, Dennis Lauzon will
              ---------------------
be  elected  the  Chairman  of  the  Board  of  JRT,  responsible  for sales and
marketing,  and  Joseph  Khan  will  be  elected  as  a  member of the board and
President  and  Chief Executive Officer of JRT, responsible for product delivery
and  strategic  alliances.

     12.6     Attorney's Fees.  In the event that it should become necessary for
              ---------------
any  party  entitled  hereunder  to  bring  suit against any other party to this
Agreement  for  enforcement  of  the  covenants contained in this Agreement, the
parties  hereby covenant and agree that the party or parties who are found to be
in  violation  of  said  covenants  shall  also  be  liable  for  all reasonable
attorney's  fees  and costs of court incurred by the other party or parties that
bring  suit.

     12.7     Benefit.  All  the terms and provisions of this Agreement shall be
              -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     12.8     Construction.  Words of any gender used in this Agreement shall be
              ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

     12.9     Waiver.  No  course  of dealing on the part of any party hereto or
              ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     12.10     Cumulative  Rights.  The  rights  and remedies of any party under
               ------------------
this  Agreement  and  the  instruments  executed or to be executed in connection
herewith,  or  any  of  them,  shall  be  cumulative and the exercise or partial
exercise  of  any  such  right  or remedy shall not preclude the exercise of any
other  right  or  remedy.


                                        8
<PAGE>
     12.11     Invalidity.  In  the  event  any  one  or  more of the provisions
               ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     12.12  Time  of  the  Essence.  Time  is  of the essence of this Agreement.
            ----------------------

     12.13     Multiple  Counterparts.  This Agreement may be executed in one or
               ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     12.14     Controlling  Agreement.  In the event of any conflict between the
               ----------------------
terms  of  this  Agreement  or  exhibits  referred  to herein, the terms of this
Agreement  shall  control.  This  Agreement  supercedes that certain Amended LLC
Interest  Purchase Agreement dated February 24, 2004 by and between the parties.

     12.15     Law Governing.  This Agreement shall be construed and governed by
               -------------
the laws of the State of New York, and all obligations hereunder shall be deemed
performable  in  Mount  Kisco,  New  York.

     12.16     Entire  Agreement.  This  instrument  and  the attachments hereto
               -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.


                                       MULTITRADE  TECHNOLOGIES  LLC


                                       By
                                           -------------------------------
                                           Joe Khan, Managing Partner

                                       JACKSON  RIVERS  TECHNOLOGIES,  INC.


                                       By
                                           -------------------------------
                                           Dennis Lauzon, President


                                       THE JACKSON RIVERS COMPANY


                                       By
                                           -------------------------------
                                           Dennis Lauzon, President

Exhibits:
--------
Exhibit  A     Licensed  Technology
Exhibit  B     Agreement  of  Kisnet to the Assignment of the STEPS(C) Agreement


                                        9
<PAGE>
            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS

This  is an agreement, hereafter also referred to as Partnership, between Kisnet
Corporation  Inc,  (KCI)  of  42  Orchard  Hills  Road,  Katonah, NY, 10536, and
MultiTrade  Technologies  LLC(MTT)  of  100  Park  Avenue,  NY,  10017
----------  -----------------           ------------------  --

KCI)  is  a  software  development  company  and  has  developed  an  Enterprise
Management  System  (EMS)  software  development platform called STEPS (Straight
Through  Enterprise  Processing  Solution)  described in STEPS_ProductSheet.doc.

MTT  is  a limited liability corporation registered in NY, established to market
and  distribute  various  Enterprise Resource Planning (ERP) systems and related
technologies  for  different companies involved in trading of a variety of goods
and  services.

I.     SCOPE:
       ------
This agreement addresses the creation of a commercial relationship, which grants
MTT  a  license  to distribute ERP systems built on KCI's Information Technology
(STEPS  platform.

II.     PURPOSE:
        --------
To  service  Specified  Target  Markets  and  generate  revenues  from:
     1.   Providing  STEPS based EMS solutions to various Enterprises within the
          Specified  Target  Market  on  a  licensed  fee  basis.
          ------------------------
     2.   Providing  maintenance,  customization  and  enhancement  services  to
          support  the  above  solutions.

III.     TERM:
         -----
This  agreement  is  effective  1st  of  January, 2004 for a term of five years,
                                ----------------------               ----------
unless  terminated  under the termination clauses _XI_& XII__ of this agreement.
It  may  be  renewed  thereafter  by  mutual  written agreement of both parties.

IV.     TERRITORIES:
        ------------
Exclusive:  USA,  The existing agreement for Mexico and Canada to be included as
            ---
Distributors  under the terms and conditions of the distributors agreement to be
drawn  by  the  mutual  consent  of  both  parties.

Other  regions  may  be  subsequently added as exclusive territories upon mutual
written  consent  of  both  Kisnet and MTT. Prior Kisnet agreements as listed in
SCHEDULE  E  are  excluded  from  this  agreement.
          -

V.     EXCLUSIVITY  &  NON-COMPETE:
       ----------------------------
This  is an exclusive agreement during the above-specified term.  And during the
term  of  this  agreement,  each  Party  agrees  for  adherence  to  its
expertise/activities,  while  executing  the  purpose  of this Partnership. With
respect  to this paragraph, non-adherence by a party hereto encompasses offering
the Services and Technologies that the other party hereto is entitled to provide
to  the  Customers  in  the  Territories,  under  this  Partnership.

VI.     KCI'S  OBLIGATIONS:
        -------------------

KCI  will  be  responsible  for:

1.   Delivery  of  STEPS  versions  on  time  as per the schedule in each client
     agreement,  agreed  by  KC  in  writing.

2.   Providing  the  design,  specification  and  the requirements for deploying
     STEPS  at  MTT.

3.   Maintenance  and  support  for  STEPS  to  MTT  during  the  terms  of this
     agreement.


                                  Page 1 of 4
<PAGE>
            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


4.   Sales  support  to MTT's staff, clients and prospects on a fee basis (Sales
     Support  Fees)  -  included as a part of the compensation package described
     below.


VII.     MTT'S  OBLIGATIONS:
         -------------------
MTT  will  be  responsible  for  the  day-to-day-management  and  support of the
---
customers  and  as  will:

     1.   Identify  &  provide  client  requirements as well as ongoing changes.

     2.   Provide  the  infrastructure  (including  organization)  needed  for
          deploying  STEPS  based  solutions  to  its'  customers.

     3.   Provide sales, marketing & promotional services & first tier clients &
          prospects support, including administration for timely compensation of
          KCI.

     4.   Work  with  KC  team  to  develop  &  implement  project  plans.

     5.   All  IT  related  services  needed  by  MTT  for itself or any of its'
          clients  will  be  provided  exclusively by Kisnet during the terms of
          this  agreement  at  the  preferred  development  rates  specified  in
          SCHEDULE  R.

VIII.     COMPENSATION:
          -------------

MTT  will  compensate  KCI  for  as  follows:

1.     MTT  will  pay

          a.   KCI  $10,000/month  as a fixed amount of royalty during the first
               year  of  this  agreement;
          b.   In addition, MTT will pay KCI $10,000/month as Sales Support Fees
               during  the  first  year  of  this  agreement  for  the exclusive
               distribution  rights.
2.   Special Enhancements, outside the scope of the initial agreement, requested
     by  MTT  will  be  made  at  the  preferred  development rates specified in
     SCHEDULE  R  and  will  become  part  of  the  MTT_STEPS  platform.
               -
3.   MTT  will  pay  KCI  an additional 10% royalty on all STEP related revenues
     generated  by  MTT  from  its  clients  for  the systems and services to be
     delivered  "Revenue". The out of pocket expenses charged to the clients are
     not  considered  as  Revenue.
4.   MTT  will  pay KCI 45% of Revenue; in exchange, KCI is obligated to deliver
     all  the  systems  and  services  on  time  and  on  budget.
5.   After  the  initial  term  of  first  year,  a  minimum Kisnet revenue of $
     20,000/month  is  needed  to  retain  the  exclusive  distribution  rights.

IX.     PAYMENT  SCHEDULE:
        ------------------
MTT will pay KCI's compensation as specified in items 3 & 4 above, within 45
days of collection of its accounts receivables. REVENUE is defined as the amount
invoiced to clients less any normal discounts or refunds in addition to the out
of pocket expenses.
The payments will be due and made based upon on following.
1a in section VIII is payable on the first day of each month starting 01/01/04;
the first payment may however be made upon signing of the agreement.
1b in section VIII is payable on the 15th of each month starting 01/15/04; the
first payment may however be made upon signing of the agreement.


                                  Page 2 of 4
<PAGE>
            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


X.     NON-SOLICITATION:
       -----------------
During  the  term of this Partnership, no employee of either Party shall solicit
for  the  purpose  of hiring any employee of the other.  For the purposes of the
preceding  sentence,  the  following does not constitute solicitation under this
Partnership: (i) use of an independent employment agency, so long as such agency
is  not  directed  to  contact  a specific employee of the other party, and (ii)
general  advertisements  not targeted at a specific employee of the other party.

XI.     TERMINATION:
        ------------
Notwithstanding  anything herein contained, either party shall have the right to
terminate  this  Partnership  forthwith  upon the happening of all or any of the
following  events,  namely:

     1.   Upon  the other making any arrangement or composition with the general
          body  of  its creditors or having a winding-up order passed against it
          or  going  into  liquidation,  voluntary  or  otherwise  than  for the
          purposes  of  reconstruction  or  amalgamation;

     2.   Upon  any  breach  or  default by the other of or in any of the terms,
          conditions  or  stipulations  herein  contained  and its failure for a
          period  of  not  less  than  sixty  days  to remedy the same after the
          receipt  by  it  of  written  notice  from  the  other  in that behalf
          requiring  it  so  to  do.

     3.   The  termination  of  this  Partnership  whenever and however it shall
          occur  shall  only  relate  to  the termination of the Partnership and
          shall  not  affect  any  of  the rights or obligations of either party
          which  have  accrued  before  termination  or  which  are  intended or
          expressed  to  survive termination except for items listed in SCHEDULE
          E.

XII.     EFFECTS  OF  TERMINATION:
         -------------------------
     1.   This  agreement  shall  no  longer  be  exclusive.

     2.   Within  30  days  after the termination or expiry of this Partnership,
          each  party shall return to the other all Confidential Information and
          all  other  materials and data of the Disclosing Party (related to the
          exclusive  distribution  right) and shall not retain any copies of the
          same.

     3.   Upon  the termination or expiry of this Partnership, the Parties shall
          continue  to  comply  with  the terms of this Partnership so far as is
          necessary to comply with the terms and conditions of any then existing
          agreements  with  mutual  clients.

     4.   All  obligations  of  confidentiality,  non-solicitation,  all  terms
          relating  to  the  ownership  of  intellectual  property  rights,  all
          limitations  and  exclusions  of  liability, and all indemnities shall
          survive  the  expiry  or  termination  of  this  Partnership.

XIII.     ASSIGNMENT:
          -----------
This  agreement may not be assigned to another party without the written express
permission  of  KCI.
In  witness  whereof,  the  parties  have  hereunto  executed  this  Agreement.

MULTITRADE TECHNOLOGY LLC (MTT).                 KISNET CORPORATION, INC(KCI).
-------------------------------                  ----------------------------

By:                                          By:
        --------------------------                   --------------------------

Name:   Joe Khan                             Name:   Masood Khan

Title:  Managing Partner                     Title:  CEO

Date:                                        Date:
        --------------------------                   --------------------------


                                  Page 3 of 4
<PAGE>
            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS



                                    APPENDIX
                                    --------


                                   SCHEDULE E
                                   ----------
                    EXCLUDED TERRITORIES AND PRIOR AGREEMENTS
                    -----------------------------------------

     1.   STEPS  Mexico  -  Exclusive  Distribution  Agreement  for  Mexico.
     2.   BEST  Canada  -  Exclusive  Distribution  Agreement  for  Canada.
     3.   RPG  Systems  Inc.  -  Exclusive Distribution Agreement for Automobile
          Repair  Shops
     4.

                                   SCHEDULE R
                                   ----------
                            PREFERRED RATES SCHEDULE
                            ------------------------

Rates per hour:

Development Support staff               $50
Programmers                             $75
Systems Analyst                         $100
Senior Consultant                       $125


                                  Page 4 of 4
<PAGE>
                            CONSENT OF ASSIGNMENT OF

                   KISNET-MTT EXCLUSIVE DISTRIBUTION AGREEMENT


For good and sufficient consideration, paid by

     MULTITRADE TECHNOLOGIES LLC,

the receipt of which is hereby acknowledged, the undersigned

     KISNET CORPORATION INC.,

a party with consent rights to

     KISNET-MTT EXCLUSIVE DISTRIBUTION AGREEMENT,

hereby consent to the assignment of Kisnet-MTT exclusive distribution agreement
to

     JACKSON RIVERS TECHNOLOGIES, INC.

provided  that  Jackson Rivers Technologies, Inc shall continue to adhere to all
the  terms and conditions of the Kisnet-MTT exclusive distribution agreement and
shall  be  liable  for  the  full  and  faithful performance of all obligations,
conditions,  terms  and provisions of the terms and conditions of the Kisnet-MTT
exclusive  distribution  agreement.


KISNET  CORPORATION,  INC  (KCI).
--------------------------------


By:
         -----------------------

Name:    Lauris  A.  Khan

Title:   President

Date:    June  23,  2004



----------------------------           --------------------------
       Witness


<PAGE>